ARCHER MATERIALS LIMITED — Capital/Financing Update 2021

Aug 30, 2021

This appendix is not available as an online form Please fill in and submit as a PDF announcement

+Rule 3.10.1(c)

Appendix 3A.5

Notification of return of capital by way of in specie distribution of +securities in another entity

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

• Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Note: This form assumes the entity is an Australian company undertaking a return of capital that is regulated by section 256C of the Corporations Act. It the entity is not an Australian company, it should use the Word version of this form, rather than the online version, and adjust it as necessary.

If the entity is paying a cash dividend at the same time as the return of capital, it must also lodge an Appendix 3A.1 – notification of dividend / distribution.

Part 1 – Entity and announcement details

Question no	Question	Answer
1.1	*Name of entity	Archer Materials Limited
1.2	*Registration type and number One of ABN/ARSN/ARBN/ACN or other registration type and number (if “other” please specify what type of registration number has been provided).	ACN 123 993 233
1.3	*ASX issuer code	AXE
1.4	*The announcement is Select whichever is applicable.	☒ A new announcement ☐ An update/correction to a previous announcement ☐ A cancellation of a previous announcement
1.4a	*Reason for update Answer this question if your response to Q 1.4 is “An update/correction to a previous announcement”.	n/a
1.4b	*Date of previous announcement to this update Answer this question if your response to Q 1.4 is “An update/correction to a previous announcement”.	n/a
1.4c	*Reason for cancellation Answer this question if your response to Q 1.4 is “A cancellation of a previous announcement”.	n/a
1.4d	*Date of previous announcement to this cancellation Answer this question if your response to Q 1.4 is “A _cancellation of a previous announcement”. _	n/a
1.5	*Date of this announcement The date of lodgement of the form by the entity via ASX Online.	31 August 2021
1.6	*Applicable ASX+security code and description for return of capital Please advise the security to which the notification applies. Only one security can be advised for each form. Consequent changes to option pricing are covered in later parts of this form.	ASX+security code: AXE +Security description: Fully paid ordinary shares

+See chapter 19 for defined terms 5 June 2021

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Appendix 3A.5 Notification of return of capital by way of in specie distribution of +securities in another entity

1.7	*Does the entity making the return of capital have quoted options on issue If you respond “Yes” to this question, you will need to answer Q3.2a, 3.3b, 3.5a, 3.6a, 3.7a, 3.8a, 4.5- 4.5b and 4.6-4.6c.	No
1.8	*Is the return of capital a selective reduction of capital If you respond “Yes” to this question, you will need to answer Q3.1a and 3.1b.	No
1.9	*Is the entity whose+securities are being distributed in the return of capital currently listed on ASX If you respond “Yes” to this question, you will need to answer Q3.3a, 3.5, 3.6, 3.7, 3.8 and 4.1a-b. If you respond “No” to this question, you will need to answer Q1.10 and 4.1c-f	No
1.10	*Is the entity whose+securities are being distributed in the return of capital proposing to list on ASX Answer this question if your response to Q1.9 is “No”. If you respond “Yes” to this question, you will need to answer Q3.3a, 3.5, 3.6, 3.7, 3.8 and 4.1c-f.	Yes

+See chapter 19 for defined terms 5 June 2021

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Appendix 3A.5 Notification of return of capital by way of in specie distribution of +securities in another entity

Part 2 – Conditions

Question No.	Question	Question	Question	Answer	Answer
2.1	*Do any external approvals need to be obtained or other conditions satisfied before the return of capital can proceed on an unconditional basis? For example this could include: • +Security holder approval • Court approval • Lodgement of court order with+ASIC • ACCC approval • FIRB approval • Another approval/condition external to the entity required to be given/met before business day 0 of the timetable for the return of capital. If any of the above approvals apply to the return of capital they must be obtained before business day 0 of the Appendix 7A, section 9 timetable. The purpose of the question is to confirm that relevant approvals are received prior to ASX establishing an ex market in the+securities. If the entity wishes to disclose approvals or conditions which are to be resolved at a later date it should use Part 5 “Further information”.			Yes. The issue and allotment of iTech Minerals Ltd shares to applicants under its prospectus for initial public offer (IPO) and iTech Minerals Ltd being admitted to the Official List of entities maintained by ASX (subject only to the standard conditions customarily imposed by the ASX). For more details refer to section 2.5 (a) of the Notice of Meeting lodged by AXE with ASX on 30 July 2021.
2.2	Approvals Answer this question if your response to Q2.1 is “Yes”. Note: This question refers only to events which take place before business day 0 of the Appendix 7A, section 9 timetable. The purpose of the question is to confirm that relevant approvals are received prior to ASX establishing an ex market in the securities. If the entity wishes to disclose approvals or conditions which are to be resolved at a later date it should use Part 5 “Further information”.
*Approval/ condition Type Select the applicable approval/condition from the list (ignore those that are not applicable). More than one approval/condition can be selected.		*Date for determination The ‘date for determination’ is the date that you expect to know if the approval is given or condition is satisfied (for example, the date of the security holder meeting in the case of security holder approval or the date of the court hearing in the case of court approval).	*Is the date estimated or actual?	**Approval received/ condition met? Please respond “Yes” or “No”. Only answer this question when you know the outcome of the approval. If you lodge this form before the outcome of the approval is known, you will need to lodge an updated Appendix 3A.5 showing that all required approvals have been obtained and conditions have been met prior to business day 0 in the Appendix 7A section 9 timetable.	Comments
+Security holder approval		n/a	☐ Estimated OR ☐ Actual	Yes or No

+See chapter 19 for defined terms 5 June 2021

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Appendix 3A.5 Notification of return of capital by way of in specie distribution of +securities in another entity

Court approval	n/a	☐ Estimated OR ☐ Actual	Yes or No
Lodgement of court order with +ASIC	n/a	☐ Estimated OR ☐ Actual	Yes or No
ACCC approval	n/a	☐ Estimated OR ☐ Actual	Yes or No
FIRB approval	n/a	☐ Estimated OR ☐ Actual	Yes or No
Other (please specify in comment section)	Refer to response at 2.1 above. 8 October 2021	☒ Estimated OR ☐ Actual	Yes or No

+See chapter 19 for defined terms 5 June 2021

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Appendix 3A.5 Notification of return of capital by way of in specie distribution of +securities in another entity

Part 3 – Return of capital timetable and details

Part 3 –	Return of capital timetable and details
Question No.	Question	Answer
3.1	*+Record date Last day for entity to register transfers on a pre-return of capital basis. The record date must be at least four business days from the current date. The record date is business day 3 in the Appendix 7A, section 9 timetable. This is three business days after the effective date (Q3.1a). Please note that the record date and the date that trading in the re- organised securities on an “ex return of capital” basis commences (Q3.3) cannot be changed (even to postpone or cancel them) any later than 12 noon Sydney time on the day before the previously advised date that trading in the re-organised securities on an “ex return of capital” basis commences (Q3.3).	13 October 2021
3.1a	*Date of lodgement of+security holder resolution approving the return of capital with+ASIC Answer this question if your response to Q1.8 is “Yes”. Please provide the actual or estimated date that the security holder resolution approving the return of capital has been or will be lodged with ASIC under section 256C(3) of the Corporations Act). If an estimated date is provided, please provide the actual date by way of an update to this form when the resolution has been lodged with ASIC. This lodgement must occur before business day 0 of the Appendix 7A, section 9 timetable.	n/a ☐ Estimated OR ☐ Actual
3.1b	*Date that is fourteen days after the date of lodgement of+security holder resolution approving the capital return with+ASIC Answer this question if your response to Q1.8 is “Yes”. Note this is the earliest date that the entity can make the return of capital under section 256C(3) of the Corporations Act. If an estimated date is provided, please provide the actual date by way of an update to this form when the resolution has been lodged with ASIC.	n/a ☐ Estimated OR ☐ Actual
3.1c	*Effective date of the return of capital In the case of an equal reduction, not earlier than the day after the resolution approving the return of capital and, in the case of a selective reduction, not earlier than 14 days after the date of lodgement of a copy of the resolution approving the return of capital with ASIC.	8 October 2021
3.2	*Last day for trading in “cum return of capital” +securities This is business day 1 in the Appendix 7A, section 9 timetable, two business days before the record date, and one business day after the effective date.	11 October 2021
3.2a	Last day for trading in pre-return of capital quoted options. Answer this question if your response to Q1.7 is “Yes”. Note: if the entity has quoted options in which case the exercise price will change and new holding statements will be issued to option holders This is business day 1 in the Appendix 7A, section 9 timetable, two business days before the record date, and one business day after the effective date.	n/a

+See chapter 19 for defined terms 5 June 2021

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Appendix 3A.5 Notification of return of capital by way of in specie distribution of +securities in another entity

	specie distribution	of +securities in another entity
3.3	*Trading in the re-organised+securities on an “ex return of capital” basis commences. This is business day 2 in the Appendix 7A, section 9 timetable, one business day before the record date, and two business days after the effective date. Please note that the record date and this date cannot be changed (even to postpone or cancel them) any later than 12 noon Sydney time on the day before the previous date advised.	12 October 2021
3.3a	If the+securities being distributed in specie are quoted on ASX and ASX agrees, trading in the+securities being distributed commences on a+deferred settlement basis Answer this question if your response to Q1.9 or Q1.10 is “Yes”. This should be the same date as Q3.3.	n/a – the iTech securities are expected to be distributed to eligible AXE shareholders prior to quotation of the iTech securities on ASX
3.3b	If the entity has quoted options, and ASX agrees, trading in the quoted options commences on a +deferred settlement basis. Answer this question if your response to Q1.7 is “Yes”. This should be the same date as Q3.3.	n/a
3.4	+Record date Last day for entity to register transfers on a pre-return of capital basis. The record date is three business days after the effective date. This should be the same date as Q3.1.	13 October 2021
3.5	If the +securities being distributed in specie are, or are intended to be quoted on ASX, first day for those +securities to be issued/transferred, and for holding statements to be sent to +security holders notifying them of their holdings. Answer this question if your response to Q1.9 or Q1.10 is “Yes”. This is one business day after the record date – business day 4 in the Appendix 7A, section 9 timetable.	Issue of iTech shares 14 October 2021. Issue of holding statements 18 October 2021.
3.5a	If the entity has quoted options, first day for the+entity to send holding statements to+security holders, notifying them of the change in exercise price for the quoted options they hold. Answer this question if your response to Q1.7 is “Yes”. This should be the same date as Q3.5, if applicable. This is one business day after the record date – business day 4 in the Appendix 7A, section 9 timetable.	n/a
3.6	If the +securities being distributed in specie are, or are intended to be, quoted on ASX, last day for those +securities to be issued/transferred, for holding statements to be sent to +security holders notifying them of their holdings, and if necessary, for the issuer to lodge an Appendix 2A with ASX applying for their quotation. Answer this question if your response to Q1.9 or Q1.10 is “Yes”. This is five business days after the record date – business day 8 in the Appendix 7A, section 9 timetable. Please note that the distribution date cannot be changed any later than 12 noon Sydney time on the previous distribution date advised.	Issue of iTech shares 20 October 2021. Distribution of holding statements 20 October 2021.

+See chapter 19 for defined terms 5 June 2021

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Appendix 3A.5 Notification of return of capital by way of in specie distribution of +securities in another entity

	specie distribution	of +securities in another entity
3.6a	If the entity has quoted options, last day for entity to send holding statements to+security holders notifying them of the change in exercise price for the quoted options they hold and to notify ASX that this has occurred. Answer this question if your response to Q1.7 is “Yes”. This should be the same date as Q3.6, if applicable. This is five business days after the record date – business day 8 in the Appendix 7A, section 9 timetable. Please note that the distribution date cannot be changed any later than 12 noon Sydney time on the previous distribution date advised.	n/a
3.7	If the +securities being distributed are quoted on ASX, trading in the +securities starts on a normal T+2 basis Answer this question if your response to Q1.9 or Q1.10 is “Yes”. This is the business day after the distribution date. This is business day 9 in the Appendix 7A, section 9 timetable.	25 October 2021 This date is an estimate as iTech has not yet been admitted to the Official List.
3.7a	If the entity has quoted options, trading in the options starts on a normal T+2 basis Answer this question if your response to Q1.7 is “Yes”. This should be the same date as Q3.7, if applicable. This is the business day after the distribution date. This is business day 9 in the Appendix 7A, section 9 timetable.	n/a
3.8	If the+securities being distributed are quoted on ASX, first settlement of trades in those+securities conducted on a+deferred settlement basis and on a normal T+2 basis Answer this question if your response to Q1.9 or Q1.10 is “Yes”. This is three business days after the distribution date. This is business day 11 in the Appendix 7A, section 9 timetable.	27 October 2021 This date is an estimate as iTech has not yet been admitted to the Official List.
3.8a	If the entity has quoted options, first settlement of trades in those options conducted on a+deferred settlement basis and on a normal T+2 basis Answer this question if your response to Q1.7 is “Yes”. This should be the same date as Q3.8, if applicable. This is three business days after the distribution date. This is business day 11 in the Appendix 7A, section 9 timetable.	n/a

+See chapter 19 for defined terms 5 June 2021

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Appendix 3A.5 Notification of return of capital by way of in specie distribution of +securities in another entity

Part 4 – Issue details

Part 4 –	Issue details
Question No.	Question		Answer
4.1a	*ASX issuer code and name of entity whose +securities are being distributed Answer this question if your response to Q1.9 is “Yes”. Please provide this detail if applicable and known OR please advise the issuer code of the entity in which securities are being distributed		ASX issuer code: Issuer Name:
4.1b	*ASX+security code and description for +securities being distributed Answer this question if your response to Q1.9 is “Yes”. Please provide details if known.		ASX+security code: Security description:
4.1c	*Name of entity in which+securities are being distributed Answer this question if your response to Q1.9 is “No”.		iTech Minerals Ltd
4.1d	*Registration number and registration number type, of entity whose+securities are being distributed Answer this question if your response to Q1.9 is “No”. One of ABN/ARSN/ARBN/ACN or other registration type and number. If “other” please specify the type of registration number.		ACN 648 219 050
4.1e	*Description of+securities being distributed Answer this question if your response to Q1.9 is “No”. For example fully paid ordinary shares.		Fully paid ordinary shares
4.1f	*Estimated listing date on ASX of entity whose +securities are being distributed Answer this question if your response to Q1.9 is “No” and your response to Q1.10 is “Yes”.		25 October 2021
4.2	*Total number of+securities to be distributed in the return of capital Please provide the total number of securities to be distributed. If an estimate is provided, please provide the actual number by or on the distribution date.		☐ Estimated OR ☒ Actual 50,000,000
4.3	Has the ratio for the distribution of+securities in the return of capital been determined?		~~Yes or~~No The actual ratio will be determined by the number of Archer shares on issue and the number of Archer shareholders at the Record Date.

+See chapter 19 for defined terms 5 June 2021

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Appendix 3A.5 Notification of return of capital by way of in specie distribution of +securities in another entity

4.3a	*The capital return will be on the basis that Answer this question if your response to Q4.3 is “Yes”. For example, where you distribute one distribution security for every five securities held, the answer above is 1.00 (distribution) security will be distributed for each 5.00 (held) securities. To distribute two distribution securities for every three securities held the answer is 2.00 (distribution) securities will be distributed for every 3.00 (held) securities. An example of how the ratio would affect a sample security holding can be given in Part 5 – “Further information”.	n/a
4.3b	How and when will the ratio for the distribution of +securities in the return of capital be determined? Answer this question if your response to Q4.3 is “No”. Note that once the ratio is determined, this must be provided via an update announcement.	At the Record Date. Refer to response to 4.3.
4.4	*What will be done with fractional entitlements? Please select the appropriate description of how fractions will be handled. If you do not have a rounding policy please choose “Fractions rounded down to the nearest whole number or fractions disregarded”.	☒Fractions rounded up to the next whole number ☐Fractions rounded down to the nearest whole number or fractions disregarded ☐Fractions sold and proceeds distributed ☐Fractions of 0.5 and over rounded up ☐Fractions over 0.5 rounded up
4.5	*Will the return of capital affect the exercise price of any entity-issued options Answer this question if your response to Q1.7 is “Yes”.	Yes
4.5a	Return of capital amount per+security used to adjust exercise price of options Answer this question if your response to Q1.7 is “Yes” and your response to Q4.5 is “Yes”. If an estimate is provided please provide the actual amount via an update announcement as soon as reasonably practicable, and no later than the distribution date.	☒ Estimated $0.0439 OR ☐ Actual

+See chapter 19 for defined terms 5 June 2021

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Appendix 3A.5 Notification of return of capital by way of in specie distribution of +securities in another entity

	Notification of return of capital by way of in specie distribution of +securities in another entity	Notification of return of capital by way of in specie distribution of +securities in another entity	Notification of return of capital by way of in specie distribution of +securities in another entity	Notification of return of capital by way of in specie distribution of +securities in another entity	Notification of return of capital by way of in specie distribution of +securities in another entity
4.5b	Exercise price of options Provide the details below if your response to Q1.7 is “Yes” and your response to Q4.5 is “Yes”. Please confirm the exercise price of options on issue before and after the return of capital. Please provide the amount in the primary currency in dollars (or equivalent denomination for foreign currency). Listing Rule 7.22.3 governs the change in exercise price of options in a return of capital. If there is more than one security, please include the additional securities.
ASX +security code	ASX+security description	Quoted/ unquoted	Currency	Exercise price before return of capital	Exercise price after return of capital
AXEAA	Options expiring 31 March 2023	Unquoted	AUD	$0.1929	$0.1490
AXEAE	Options expiring 31 March 2024	Unquoted	AUD	$0.7695	$0.7256
4.6	*Can holders of the entity’s quoted options participate in the return of capital if they exercise the options by a certain date? Answer this question if your response to Q1.7 is “Yes”.			n/a
4.6a	*ASX quoted option details Answer this question if your response to Q1.7 is “Yes” and your response to Q4.6 is “Yes”. Please advise the quoted options which may participate in the return of capital if they exercise by the relevant date. More than one class of options may be advised.			n/a ASX quoted option+security code ASX quoted option+security description
4.6b	*What is the date by which options must be exercised to participate in the return of capital? Answer this question if your response to Q1.7 is “Yes” and your response to Q4.6 is “Yes”.			n/a
4.6c	Description of the date Answer this question if your response to Q1.7 is “Yes” and your response to Q4.6 is “Yes”. Please provide a description of the date – for example, the day before the record date.			n/a

+See chapter 19 for defined terms 5 June 2021

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Appendix 3A.5 Notification of return of capital by way of in specie distribution of +securities in another entity

Part 5 – Further Information

Part 5 –	Further Information
Question No.	Question	Answer
5.1	*Has the entity applied for an ATO class ruling relating to the return of capital? If receipt of an ATO ruling is a condition of the return of capital proceeding, please include it at Q2.1 and 2.1a –Approvals.	Yes
5.1a	*Please provide further information on the ATO ruling Answer this question if your response to Q5.1 is “Yes”.	The Company has applied to the Commissioner of Taxation (Commissioner) for a class ruling (“Ruling”) confirming specific income tax implications of the in-specie distribution for AXE Shareholders. AXE has not yet received the Ruling. The final Ruling will be published on the ATO website (www.ato.gov.au). The Notice of General Meeting lodged by AXE with ASX on 30 July 2021 provides information for shareholders to address the possible taxation implications for AXE Shareholders pursuant to the in-specie distribution.
5.2	Further information relating to this return of capital Please provide any further information you wish to provide relating to this return of capital.	The Notice of General Meeting lodged by AXE with ASX on 30 July 2021 contains detailed information about the in-specie distribution and potential distribution ratios.

Introduced 22/09/14; amended 29/06/15; 07/03/16; 01/12/19; 05/06/21

+See chapter 19 for defined terms 5 June 2021

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